Page:Francis V. Lorenzo v. Securities and Exchange Commission.pdf/4

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delivered the opinion of the Court.

Securities and Exchange Commission Rule 10b–5 makes it unlawful:
 * “(a) To employ any device, scheme, or artifice to defraud,
 * “(b) To make any untrue statement of a material fact…, or
 * “(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit…


 * in connection with the purchase or sale of any security.” 17 CFR §240.10b–5 (2018).

In Janus Capital Group, Inc. v. First Derivative Traders, 564 U. S. 135 (2011), we examined the second of these provisions, Rule 10b–5(b), which forbids the “mak[ing]” of “any untrue statement of a material fact.” We held that the “maker of a statement is the person or entity with ultimate authority over the statement, including its content and whether and how to communicate it.” Id., at 142 (emphasis added). We said that “[w]ithout control, a person or entity can merely suggest what to say, not